This is a request for funds to purchase a Perkin Elmer Ultraview RS-3 spinning disc confocal microscope system, with a Leica DM IRE2 motorized inverted microscope. The instrument will be housed in the Department of Anatomy, University of California, San Francisco. This multi-user facility will provide access for the user group to a three laser optical imaging system for rapid, real-time, three-color fluorescent imaging primarily for living cells, embryos and organoids, and intact live animal over extended periods of time. There is a critical need for instruments for live cell and animal imaging as functional proteomic approaches with green and other color fluorescent protein-tagged molecules, quantum microdots and other fluorescent -tagged reagents become the benchmark for high quality research. Currently there are a number of conventional confocal and multiphoton microscopes on the University of California, San Francisco that have the depth of imaging and several have three color capability, but they are not appropriate for these uses. The important aspects of this system are (a) not imaging depth, but imaging speed, which is needed for rapid cell movements, (b) reliability, (c) ease of use, (d) automated imaging of large areas of the sample at one time so that stochastic events can be caught, (e) very low photobleaching and phototoxicity over extended periods of imaging (20 min to 3 days) and (f) lower cost of use and maintenance. No comparable instrument exists. The core user group of six investigators has more than 14 grants from the National Institutes of Health on the Parnassus campus of University of California, San Francisco and has an impressive track record of accomplishments in a range of fields. As a part of a campus wide imaging core, on a time available basis the microscope will be made available to other users. The acquisition of the requested instrument will allow the individual users access to state-of-the-art live cell and animal imaging technology and thus enhance the productivity of their individual grants.